Semiconductor devices are the fundamental enabling technology used in an increasing variety of electronic systems and, as a result, have played an important role in enabling and enhancing computing, communications and consumer electronic applications. As technology continues to penetrate most aspects of daily life, semiconductor devices are increasingly playing an important role. Consequently, the global semiconductor industry has experienced periods of rapid growth during much of the last 30 years. With the development of major new growth segments within the semiconductor market, it is believed the market should continue to experience periods of strong growth. Overall, according to Gartner Dataquest estimates, global semiconductor market revenue will grow from $177 billion in 2003 to $246 billion in 2005. These estimates and other estimates from Gartner Dataquest contained in this prospectus were derived from Gartner Dataquest’s Semiconductor Forecast Database dated February 15, 2004.

As the semiconductor industry has become increasingly competitive, semiconductor companies have outsourced many aspects of their business, including the manufacturing, packaging and testing of semiconductor devices that can be performed more effectively by specialized, third party companies. Outsourcing is a well-established trend in the industry and has created rapid growth for companies specializing in these outsourced activities.

Many of today’s semiconductor companies, including both vertically integrated and fabless companies, do not have the infrastructure or resources to support all of their original equipment manufacturer customers’ comprehensive requirements in a cost-effective manner. As a result, it is believed that semiconductor companies will increasingly outsource critical functions, including demand creation, field application engineering, technical sales, technical marketing and account representation to specialized third parties.

Programmable logic devices are semiconductors that can be programmed by the end customer to perform specific logic functions. These products include both field programmable gate arrays and complex programmable logic devices. These devices are generally selected early in the development phase of customers’ design process. Examples of applications where programmable logic devices are used include cellular telephones and data networking devices. The semiconductor manufacturers of programmable logic devices that the Company represents include, but is not limited to, Xilinx, Actel and Atmel.

Analog semiconductor devices, also known as linear semiconductor devices, are an essential part of any electronic system that interacts with the real world. Analog semiconductors interpret and manage analog, or real world, inputs such as light, heat, pressure, power and radio waves and convert these inputs to digital format so that they can be processed by digital control circuitry. Major products in this category include amplifiers, comparators, voltage regulators, data converters, analog switches and analog multiplexers. The manufacturers of analog semiconductors that the Company represents include, but is not limited to, Texas Instruments, Linear Technology, Power Integrations, Microchip, Intersil and Semtech.

Application specific standard products are designed to perform specific and dedicated functions. Application specific standard products are designed for use in a distinct electronic equipment category, such as routers, for use by multiple equipment manufacturers. These integrated circuits may be digital, analog or mixed signal in nature. Application specific standard products commonly contain combinations of functional blocks, including a processor, core, memory, interface circuits and custom logic targeting a specific market need. Examples of applications where application specific standard products are used include data network hubs, network routers and bridges, global positioning system devices, wireless communications equipment and video encoders and decoders. The manufacturers of application specific standard products that the Company represents include, but is not limited to, PMC-Sierra, Zarlink, QLogic, AMCC, IDT, Infineon, Cirrus Logic, LSI Logic, Silicon Labs, Skyworks, Broadcom and Atheros.

In connection with supplying the selected semiconductor devices to the customer, the Company typically performs a number of specific value-added services for the customer, including programming, labeling and tape-and-reeling services. The Company also provides customized bar coding, specialized delivery programs and inventory management programs for its larger customers. In shipping the semiconductor devices, the Company relies on third-party courier services or agents appointed by the customer.

Gross profit for the three months ended March 31, 2004 was $93 million compared to $75 million for the three months ended March 31, 2003, representing an increase of 24%.

Restructuring and impairment charges for the three months ended March 31, 2004 were $0.1 million compared to $3 million for the three months ended March 31, 2003.

Operating income for the three months ended March 31, 2004 was $13 million compared to an operating loss of $4 million for the three months ended March 31, 2003.

Interest expense for the three months ended March 31, 2004 was $20 million 2004 compared to $17 million for the three months ended March 31, 2003, an increase of 15%.